five wits (9): here means the poet's intellect, including wit and memory.

Who...man (11): As T.G. Tucker points out in his edition of the Sonnets, "leaves unswayed' means "not = so that I become the slave, etc., but = abandons the (mere) semblance of a man and so leaves it without its natural controller, in order (itself) to become your proud heart's slave. It is his heart that becomes the vassal of hers, while he becomes the mere 'likeness of a man'" (The Sonnets of Shakespeare, 221).

Here, as in so many of the Sonnets, we see that the poet's relationship with the dark lady is based on sensual pleasure and infatuation, rather than deep understanding and intellectual stimulation. Those more lofty needs are met through the relationship he has with his male lover, likely the Earl of Southampton. The poet again stresses that his mistress is anything but beautiful, and thus the joy he receives from her cannot be aesthetic. This leads to an important question: what about his mistress does the poet find so appealing? It appears that even the poet himself does not have an adequate answer. She clearly gratifies him, but that gratification ultimately does not make him happy. And he delights in her 'punishment' only out of some deep perversion of his own feelings and judgment. In the final analysis, his relationship with the dark lady is troubling and symbolic of the poet's own lack of self-worth.